Exhibit 99.2

Resignation Policy Relating to Majority Voting for Directors

GM's bylaws provide that, in uncontested elections (i.e., those where the number
of nominees is the same as the number of directors to be elected), directors are
elected by a majority of the votes cast. The bylaws further provide that in
order for any incumbent director to become a nominee of the board for further
service on the board, such person must submit an irrevocable resignation,
contingent (i) on that person not receiving more than 50% of the votes cast, and
(ii) acceptance of that resignation by the Board in accordance with policies and
procedures adopted by the Board for such purposes.

Within 90 days after receipt of the Certified Vote, the Directors & Corporate
Governance Committee (the "Committee") and the Board will consider the tendered
resignation(s) in light of the best interests of GM and its stockholders. In
determining whether to accept or reject the resignation(s), or whether other
action should be taken to select substitute person(s) to serve as a director(s)
in place of an unsuccessful incumbent, the Committee and the Board may consider
any factors they determine appropriate and relevant, but in any event will
accept the resignation of an unsuccessful incumbent absent a compelling reason
to reject the resignation. Compelling reasons for rejecting a resignation might
include, among other things and without limitation; (i) any stated reasons why
stockholders voted against such director; (ii) any alternatives for addressing
the reason for the "against" votes; (iii) loss of a given director would
eliminate a financial expert from the audit committee;(iv) loss of a given
director would cause the board to have less than a majority of independent
directors; (v) loss of a given director would cause the corporation to fail to
satisfy stock exchange listing requirements; (vi) loss of a given director would
result in a default or breach under any loan covenants, or (vii) loss of a given
director would trigger a significant payment under an executive employment
contract(s) or other contract(s).

The Board expects an unsuccessful incumbent to exercise voluntary recusal from
participation, except in limited circumstances, in considering and acting upon
the recommendation of the Directors and Corporate Governance Committee or the
decision of the Board of Directors with regard to these matters.

Within four business days following acceptance or rejection of the resignation,
the Corporation will file a report with the U.S. Securities Exchange Commission
on Form 8-K in which it will publicly disclose its decision and set forth in
reasonable detail the rationale relied upon by the Board in making that
decision.

If all directors are unsuccessful incumbents following an annual or special
meeting of stockholders (or solicitation of written consent of stockholders),
the incumbent Board will nominate a new slate of directors and, within 180 days
after the certification of the stockholder vote, hold a special meeting for the
purpose of electing a board of directors. In such circumstances, the incumbent
Board will continue to serve until new directors are elected and qualified.